Membership agreement

This Membership Agreement (the “Agreement”) governs your purchase and use of a paid SmashX membership tier offered by SmashPay Inc. (“SmashPay”, “we”, “us”). It applies in addition to, and does not replace, the SmashPay Terms of Service, Privacy Policy and Account Disclosures set out elsewhere on this page; where this Agreement and the Terms of Service conflict on a membership matter, this Agreement governs. The Free tier is provided free of charge and is not a paid membership: the clauses below dealing with fees, renewal, upgrades and refunds do not apply to it. Membership fees are paid either monthly or once a year in advance, you can cancel at any time, and what you get back when you do is set out in clause 8.

“Membership Tier” means one of the tiers published at smashpay.io/membership — Free, Plus, Premium or Metal. “Membership Benefits” means the benefits attached to a tier, including the fee to top up a card, the fee on international spending, the FX markup applied when a purchase converts currency, the free ATM allowance, and the cards included. “Membership Fee” means the fee payable for a paid tier, whether you pay it monthly or as a single payment for a year. “Membership Term” means the twelve (12) months beginning on the date your membership is confirmed. “Monthly Rate” means the published monthly price of a tier, and “Annual Rate” means its published price for a year paid in advance, which is lower — currently two months of the Monthly Rate less. “Platform” means the SmashPay applications and websites. “Eligible Spend” means settled purchases made with a SmashX card, excluding refunded, reversed, disputed and cash-equivalent transactions.

The tiers and their benefits are published at smashpay.io/membership and form part of this Agreement. As at the date of this Agreement there are four. Free has no monthly fee and carries a 2.0% top-up fee, 1.5% on international spending and a 1.5% FX markup, with ATM withdrawals at 2%. Plus is $10 per month at 1.75% top-up, 1.25% international and a 1.25% FX markup, with $300 of free ATM withdrawals each month. Premium is $18 per month at 1.60% top-up, 1.0% international and a 1.0% FX markup, with $1,000 of free ATM withdrawals each month. Metal is $35 per month, with a 1.55% top-up fee, 0.75% international and a 0.75% FX markup, with $3,000 of free ATM withdrawals each month. Earn is available on every tier, on the terms set out in Exhibit III of the Terms of Service. Earn accepts USDC only, rates are variable and not guaranteed, and withdrawals depend on the vault having liquidity. Earn balances are not deposits and are not FDIC-insured. A physical card costs $35 on Free, plus shipping charged at cost to your delivery address, $25 on Plus and $15 on Premium. It is included on Metal. The metal card is ordered from a waitlist and costs $99 once, charged when the card is issued rather than when you reserve it; the Metal tier's monthly fee is payable whether or not you order the physical card. Allowances reset monthly and do not roll over. Membership Benefits are personal to you, are not transferable, and have no cash value in themselves. The SmashX referral programme is not a Membership Benefit and is identical on every tier.

Membership Benefits may be temporarily unavailable during maintenance, or because of a technical failure, a third-party outage, or a suspension of your account under the Terms of Service. Temporary unavailability does not entitle you to a refund or an extension of your Membership Term. We may add to or change Membership Benefits. If a change materially reduces the benefits of a tier you have paid for, you may cancel and receive a pro-rated refund for the unused calendar days.

To hold a membership you must have a SmashPay account in good standing, have completed identity verification, and be at least eighteen (18) years old. Memberships are not available to residents of, or persons connected with, any jurisdiction on our prohibited list, which is published under Licensing & Availability. If you cease to be eligible at any time, we may terminate your membership under clause 11.

You buy a membership on the Platform by choosing a tier and a way to pay. A paid membership runs for a Membership Term of twelve (12) months, and you choose whether to pay the Monthly Rate each month or the Annual Rate once, in advance, for the whole Term. The Annual Rate is lower; paying it is how you get that discount. Payment is taken through a third-party payment processor and we do not store your full card details. Your membership begins when your first payment is confirmed, and we will confirm it to you by email. A failed, reversed or incomplete payment does not start a membership, and if a monthly payment fails we will tell you and may suspend the paid benefits until it is settled.

You may upgrade to a higher tier at any time. If you pay monthly, the new Monthly Rate applies from your next monthly payment and the change takes effect immediately. If you paid the Annual Rate in advance, we credit the unused part of what you paid — calculated on the calendar days remaining in your Membership Term — against the new tier, you pay the difference, and a new twelve-month Term begins. You may not downgrade during a Membership Term; you may move to a lower tier at the end of it, or cancel under clause 8 and start again.

8.1 You may cancel a paid membership at any time from the Platform. You are never locked in and there is no cancellation penalty. 8.2 If you pay monthly, cancelling stops the next payment. Your benefits continue to the end of the month you have already paid for, and your tier then reverts to Free. 8.3 If you paid the Annual Rate in advance and cancel before the Term ends, we refund what you paid less the Monthly Rate for each month you have used, and less any month in progress. In plain terms: you give up the annual discount for the months you used, not the months you did not. If that calculation comes to nothing or less, no refund is due. 8.4 No refund is due where we terminate your membership for breach under clause 11. 8.5 SmashX Points you have already earned are yours and are not affected by cancelling. 8.6 Nothing in this clause affects any right you have under consumer protection law that cannot be excluded by agreement, including any statutory cancellation or cooling-off right, which applies in addition to the above.

A paid membership runs for a fixed Membership Term of twelve (12) months. Memberships do not renew automatically: at the end of a Term we will not take a further payment, monthly or annual, without you choosing to continue. We will remind you before your Term ends. The tiers, benefits and rates available then may differ from those you originally bought. If you do not continue, your tier reverts to Free, the paid benefits stop, and any benefit you have not used is forfeited. Points already awarded to you are unaffected.

Paid benefits apply to activity that takes place while your membership is active. The conversion cost that applies is that of the tier you hold at the time of the conversion. Changing tier does not retrospectively change a reward or a cost that has already been applied. Cancelling a membership does not close your SmashPay account, which is dealt with under the Terms of Service.

We may suspend or terminate a membership, with notice where we reasonably can and without it where we cannot, if you breach this Agreement or the Terms of Service, if we suspect fraud or abuse of the membership or referral benefits, if we are required to by law, a regulator or a card scheme, if you cease to be eligible under clause 5, or if we discontinue a tier. Where we discontinue a tier for our own reasons and you are not in breach, we will refund the unexpired part of what you have paid on a pro-rated basis, calculated on calendar days rather than under clause 8.3. On termination your access to paid benefits stops, unused benefits are forfeited, and clauses 8, 12, 13 and 14 survive.

We may change this Agreement, and the tiers and fees it refers to. Where a change is to your disadvantage we will give at least thirty (30) days’ notice before it takes effect, by email or in the app. A change to fees does not affect a Membership Term you have already paid for, and does not change a Monthly Rate you are part-way through; it applies from your next renewal. If you do not accept a change you may cancel under clause 8. Continuing to use a paid membership after a change takes effect means you accept it.

The Platform, the SmashX brand and everything in a membership remain our property or that of our licensors. A membership gives you a limited, personal, non-transferable right to use the Membership Benefits while it lasts, and nothing more. To the fullest extent the law allows, our total liability to you in connection with a membership is limited to the Membership Fee you paid for the Membership Term in which the claim arose, and we are not liable for indirect or consequential loss, for benefits being unavailable, or for the acts of a card scheme, issuer, processor or other third party. Nothing here limits liability that cannot be limited by law, including for fraud.

You agree to indemnify us against claims, losses and costs arising from your breach of this Agreement or your misuse of a membership. This Agreement is governed by Section XVIII of the Terms of Service. If any provision of this Agreement is unenforceable, the rest continues to apply. We may assign this Agreement; you may not. This Agreement, together with the documents it refers to, is the whole of what is agreed between us about memberships. This Agreement is written in English. We may provide translations for convenience. If a translation differs from the English version, the English version applies.